ESCROW AGREEMENTEscrow Agreement • December 6th, 2006 • Blackhawk Biofuels, LLC • Natural gas distribution • Illinois
THIS ESCROW AGREEMENT, dated as of December 4, 2006 (this “Agreement”), is entered into by and between Blackhawk Biofuels, LLC, a Delaware limited liability company (the “Company”), and State Bank, an Illinois banking corporation, located in Freeport, Illinois (the “Escrow Agent”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENTConfidential Treatment Requested • January 19th, 2010 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Blackhawk Biofuels, LLC Toll Processing Agreement (the “Agreement”) is made and entered into effective January 1, 2010, by and between Blackhawk Biofuels, LLC a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”). and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
ASSET PURCHASE AGREEMENT By and Among BLACKHAWK BIOFUELS, LLC, RENEWABLE ENERGY GROUP, INC., BIOFUELS COMPANY OF AMERICA, LLC, BIODIESEL INVESTMENT GROUP, LLC and BUNGE NORTH AMERICA, INC. Dated as of March 14, 2008Asset Purchase Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
This Asset Purchase Agreement (the “Agreement”) is made as of this 14th day of March, 2008 (the “Effective Date”), by and among Blackhawk Biofuels, LLC, a Delaware limited liability company (“Purchaser”), Renewable Energy Group, Inc., a Delaware corporation (“REG”), Biofuels Company of America, LLC, an Illinois limited liability company (the “Company”), Biodiesel Investment Group, LLC, a Delaware limited liability company (“BIG”), and Bunge North America, Inc., a New York corporation (“Bunge”, and together with BIG, the “Members” and each, a “Member” and Bunge, BIG and the Company together are referred to herein as “Sellers” and each a “Seller”). Certain capitalized terms not defined in the text of this Agreement are defined in Exhibit A attached hereto.
ContractForm of Exercise Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Delaware
THIS WARRANT, AND ANY LIMITED LIABILITY COMPANY UNITS ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS IS FURTHER RESTRICTED AS PROVIDED IN THE COMPANY’S AMENDED AND RESTATED LIMITED
FIRST AMENDMENT TO BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENTToll Processing Agreement • July 13th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals
THIS FIRST AMENDMENT TO BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENT (this “Amendment”) is made and entered effective the 1st day of July, 2009 by and between Blackhawk Biofuels, LLC, a Delaware limited liability company (“Blackhawk Biofuels”) and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”).
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Management and Operational Services Agreement (“Agreement”) is made and entered into as of the 9th day of May, 2008, by and between REG Services Group, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Ames, Iowa (“REG Services”), REG Marketing & Logistics Group, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Ames, Iowa (“REG Marketing”), and Blackhawk Biofuels, LLC, a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”).
BLACKHAWK BIOFUELS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EFFECTIVE UPON ADOPTIONLimited Liability Company Agreement • August 7th, 2006 • Blackhawk Biofuels, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Blackhawk Biofuels, LLC (the “Company”) is adopted and made effective upon adoption by the initial Board of Managers.
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG REG NEWCO, INC., REG DANVILLE, LLC, BLACKHAWK BIOFUELS, LLC AND RENEWABLE ENERGY GROUP, INC. EXECUTED NOVEMBER 21, 2009Agreement and Plan of Merger • November 25th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is executed this 21st day of November, 2009, but for all purposes is deemed made, entered into, dated and effective as of the 11th day of May, 2009, by and among REG Newco, Inc., a Delaware corporation (“Parent”), REG Danville, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“MergerLLC”), Blackhawk Biofuels, LLC, a Delaware limited liability company (the “Company”), and Renewable Energy Group, Inc., a Delaware corporation (“REG”), amending and restating that certain Amended and Restated Agreement and Plan of Merger dated August 7, 2009 by and among Newco, Purchaser, Company and REG and that certain Agreement and Plan of Merger dated May 11, 2009 by and among Parent, Merger LLC, Company and REG.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE...Blackhawk Biofuels, LLC • August 7th, 2006 • Illinois
THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, an Illinois limited liability company (the “Company”), of the Class A Units of the Company pursuant to the terms and subject to the conditions hereof. The Class A Units that may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Units.” As used herein, the term “Holder” means the Holder, any party who acquires all or part of this Warrant as a registered transferee of the Holder, or any record holder or holders of the Warrant Units issued upon exercise, whether in whole or in part, of the Warrant.
THIS CONTRACT is made effective on the latest date of signature below, (the “Effective Date”), by and between: Ebenezer Mgmt, LLC (“LLC”) Dayton, IA 50530 And: Blackhawk Biofuels, LLC (“Client”) Freeport, IL 61032Contract • April 6th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
SERVICES AGREEMENTServices Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2008 (the “Effective Date”) by and between Blackhawk Biofuels, LLC, a Delaware limited liability company (“Producer”), and Bunge North America, Inc., a New York corporation (“Bunge”) (each of Producer and Bunge, a “Party” and collectively, the “Parties”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE...Blackhawk Biofuels, LLC • April 6th, 2009 • Industrial organic chemicals • Illinois
THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, Ebenezer Mgmt, LLC or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, an Illinois limited liability company (the “Company”), 100,000 of the Class A Units of the Company pursuant to the terms and subject to the conditions hereof. The Class A Units that may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Units.” As used herein, the term “Holder” means the Holder, any party who acquires all or part of this Warrant as a registered transferee of the Holder, or any record holder or holders of the Warrant Units issued upon exercise, whether in whole or in part, of the Warrant.
CONSTRUCTION/TERM LOAN NOTEBlackhawk Biofuels, LLC • May 20th, 2008 • Industrial organic chemicals
This Construction/Term Loan Note (the “Note”) is the Construction/Term Loan Note referred to in, and is issued pursuant to, that certain Loan Agreement between Borrower and Lender dated of even date herewith (as amended or otherwise modified from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.
LOAN AGREEMENTLoan Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Missouri
[Name], a registered land surveyor, License No. [Number], in and for the State of Illinois and legally doing business in [County], does hereby certify to FIFTH THIRD BANK, [Title Company], BLACKHAWK BIOFUELS, LLC, BUNGE MILLING, INC. and their respective successors and assigns that I have made a careful boundary survey of a tract of land described [hereon] [as follows:
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENTConfidential Treatment Requested • August 12th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Blackhawk Biofuels, LLC Toll Processing Agreement (the “Agreement”) is made and entered into effective August 5, 2009, by and between Blackhawk Biofuels, LLC a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”). and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES...Limited Liability Company Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER TO FIFTH THIRD BANK AND ITS SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT, DATED MAY9, 2008, AMONG REG VENTURES, LLC, RENEWABLE ENERGY GROUP, INC., ILLINOIS FINANCE AUTHORITY, AND FIFTH THIRD BANK. THIS PROMISSORY NOTE IS ALSO SUBORDINATED TO ANY INDEBTEDNESS OWING FROM THE MAKER TO ANY REPLACEMENT LENDER ON ACCOUNT OF ANY SENIOR LOAN.
FEE AGREEMENTRealty Services • October 2nd, 2006 • Blackhawk Biofuels, LLC • Natural gas distribution
This agreement is made this 18th day of August 2006, by and between Pacific Southwest Realty Services, hereinafter referred to as “PSRS,” and Blackhawk Biofuels, LLC, hereafter referred to as “APPLICANT.” APPLICANT has delivered to PSRS a request for debt financing for a biodiesel facility for a project to be located in Freeport, Illinois.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG REG NEWCO, INC., REG DANVILLE, LLC, BLACKHAWK BIOFUELS, LLC AND RENEWABLE ENERGY GROUP, INC. EXECUTED AUGUST 7, 2009Limited Liability Company Agreement • August 12th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is executed this 7th day of August, 2009, but for all purposes is deemed made, entered into, dated and effective as of the 11th day of May, 2009, by and among REG Newco, Inc., a Delaware corporation (“Parent”), REG Danville, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“MergerLLC”), Blackhawk Biofuels, LLC, a Delaware limited liability company (the “Company”), and Renewable Energy Group, Inc., a Delaware corporation (“REG”), amending and restating that certain Agreement and Plan of Merger dated May 11, 2009 by and among Parent, Merger LLC, Company and REG.
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENTConfidential Treatment Requested • February 9th, 2010 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Blackhawk Biofuels, LLC Toll Processing Agreement (the “Agreement”) is made and entered into effective February 1, 2010, by and between Blackhawk Biofuels, LLC a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”). and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
First Amendment to Asset Purchase AgreementAsset Purchase Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
The Asset Purchase Agreement dated March 14, 2008 (the “Asset Purchase Agreement”) by and among each of the undersigned is hereby amended by deleting “May 1, 2008” in Sections 8.1(b)(ii) and 8.1(c)(ii) and inserting in lieu thereof “May 9, 2008”. Except as amended hereby, the Asset Purchase Agreement remains in full force and effect and is not amended or modified in any respect.
CONSENT TO ASSIGNMENTBlackhawk Biofuels, LLC • November 7th, 2006 • Natural gas distribution
This Consent to Assignment (the “Consent”) is given as of this 7th day of August, 2006 by Blackhawk BioFuels, LLC (“Blackhawk Biofuels”).
THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR TABLE OF ARTICLESAgreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This Agreement has important legal and insurance consequences. Consultation with an attorney and insurance consultant is encouraged with respect to its completion or modification.
Management and Operational Services AgreementManagement and Operational Services Agreement • November 7th, 2006 • Blackhawk Biofuels, LLC • Natural gas distribution
This Consent to Assignment (the “Consent”) is given as of this 27th day of October, 2006 by Blackhawk BioFuels, LLC (“Blackhawk Biofuels”).
FIRST AMENDMENT, ASSIGNMENT AND ASSUMPTION AND CONSENT TO ASSIGNMENT OF GROUND LEASE AND CONVEYANCE OF LEASEHOLD IMPROVEMENTSAsset Purchase Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This First Amendment, Assignment and Assumption and Consent to Assignment of Ground Lease Conveyance of Leasehold Improvements (this “First Amendment”) is made as of May 9, 2008 by and among BUNGE MILLING, INC., an Illinois corporation (“Landlord”), BIOFUELS COMPANY OF AMERICA, LLC, an Illinois limited liability company (“Assignor”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (“Assignee”) and is effective as of the closing (the “Assignment Date”) of the Asset Purchase Agreement dated March 14, 2008 (the “Asset Purchase Agreement”) by and among, Assignor, Assignee, Renewable Energy Group, Inc., Biodiesel Investment Group, LLC and Bunge North America, Inc.
SECOND AMENDMENT TO REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • April 2nd, 2007 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
THIS SECOND AMENDMENT is entered into between Freeport Area Economic Development Foundation, an Illinois not-for profit Corporation, herein referred to as “Optionor,” and Blackhawk Biofuels, LLC, herein referred to as “Optionee.
SUBORDINATED MORTGAGE OF LEASEHOLD, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING VERMILION COUNTYBlackhawk Biofuels, LLC • May 20th, 2008 • Industrial organic chemicals
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • August 7th, 2006 • Blackhawk Biofuels, LLC • Iowa
This Management and Operational Services Agreement (“Agreement”) is made and entered into as of the 4th day of August, 2006, by and between West Central Cooperative, a cooperative association organized and existing under the laws of the state of Iowa, with offices at Ralston, Iowa (“West Central”), and Blackhawk Biofuels, LLC, a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”).
SECURITY AGREEMENTSecurity Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Missouri
This Security Agreement (the “Agreement”) is given as of May 9, 2008, from BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (the “Borrower”), to FIFTH THIRD BANK, a Michigan banking corporation (the “Lender”).
Memorandum of UnderstandingAgreement • October 2nd, 2006 • Blackhawk Biofuels, LLC • Natural gas distribution • Freeport
THIS AGREEMENT is made by and between Freeport Area Economic Development Foundation, an Illinois not-for-profit corporation (“FAEDF”), and Blackhawk Biofuels, LLC (“Blackhawk”), with its local office located at 22 S. Chicago Avenue, Freeport, Illinois.
FIRST AMENDMENT TO MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • December 3rd, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals
THIS FIRST AMENDMENT TO MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT (this “Amendment”) is executed as of the 25 day of November, 2009 (the “Effective Date”), by and among REG SERVICES GROUP, LLC, a limited liability company organized and existing under the laws of the State of Iowa (“REG Services”), REG MARKETING & LOGISTICS GROUP, LLC, a limited liability company organized and existing under the laws of the State of Iowa (“REG Marketing”, and together with REG Services, “REG”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (“Borrower”).
MORTGAGE OF LEASHOLD, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING VERMILION COUNTYBlackhawk Biofuels, LLC • May 20th, 2008 • Industrial organic chemicals
FOURTH AMENDMENT TO REAL ESTATE OPTION AGRTEEMENTReal Estate Option Agreement • August 14th, 2007 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
THIS FOURTH AMENDMENT is entered into between Freeport Area Economic Development Foundation, an Illinois not-for-profit corporation, herein referred to as “Optionor,” and Blackhawk Biofuels, LLC, herein referred to as “Optionee.”
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • August 7th, 2006 • Blackhawk Biofuels, LLC • Illinois
THIS AGREEMENT entered into this 20th day of June, 2006, between Freeport Area Economic Development Foundation, an Illinois not-for-profit corporation, herein referred to as “Optionor,” whose address is 27 W. Stephenson Street, Freeport, Illinois 61032, and Blackhawk Biofuels, LLC, herein referred to as “Optionee, “ whose address is 22 S. Chicago Avenue, Freeport, Illinois 61032.
SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
THIS SUBORDINATED LOAN AGREEMENT (“Agreement”) is made and entered into this 9th day of May, 2008 (the “Effective Date”), by and between REG VENTURES, LLC, an Iowa limited liability company with its principal offices at 406 First Street, P.O. Box 68, Ralston, Iowa 51458 (“REG”), which is wholly owned by RENEWABLE ENERGY GROUP, INC., a Delaware corporation (“Parent”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company with its principal offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk”).
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENTConfidential Treatment Requested • June 17th, 2009 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Blackhawk Biofuels, LLC Toll Processing Agreement (the “Agreement”) is made and entered into effective June 11, 2009, by and between Blackhawk Biofuels, LLC a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”). and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
